Chapter PART ONE COMMENTARIES 1. The Status of Corporation. Chapter II. The Charter. Chapter III. Powers and Franchises. Corporate Duties, Liabilities and Disabilities. Organization and Government. Management-Rights and Liabilities of Officers and Agents. Stock-Its Sale, Issue and Transfer. Rights and Liabilities of Stockholders. Changes in the Corporate Entity. Actions and Procedure Applicable to Corporations. PART TWO THE ANNOTATED ACT Chapter XIII. The Act to Consolidate the Corporation Laws. DIVISION I SYSTEM OF DOMESTIC CORPORATION JURISPRUDENCE PART ONE-Commentaries CHAPTER I. THE STATUS OF CORPORATIONS. $1. The Corporation and the State. §2. The Fiction of Corporate Unity. §3. The Fiction Disregarded. 84. The Corporation as a "Person." $5. The Partnership Contrasted with the Corporation. §1. The Corporation and the State. "A Corporation. . . . . . is but an artificial person"1. It is a child of the State2. Though brought forth with full legal capacities, it remains permanently under parental control3. The charter of a corporation is the law of its being and this it may not violate without peril of punishment. The power of life, 1. Definition by Chief Justice Christiancy in Thompson v. Waters, 25 Mich. 214-233. In attorney General v. Oakland County Bank, Walk. Chan. (Mich.) 90-97, Chancellor Manning said: "A corporation is an artificial being, created by law with limited powers, and for specified purposes; and there is a tacit condition annexed to its charter, that it shall exercise its franchises in the manner and for the purposes specified therein, and for no other purpose, and in no other manner; and every abuse of its powers is a violation of the law of its being, and a forfeiture of its franchises." Although sometimes criticised. Chief Justice Marshall's definition has, perhaps, never been surpassed; "A corporation is an artificial being, invisible, intangible, existing only in contemplation of law."Trustees of Dartmouth College v. Woodward, 4 Wheat, 514-635, 4 L. ed. 659. 2. Detroit Schutzen Bund V. Agitations Verein, 44 Mich. 313 315. 3. Commissioner of Railroads v. Grand Rapids & I. Ry. Co., 130 Mich. 248-251. 4. Attorney General v. Oakland County Bank, Walk. Chan. (Mich.) 90-97. People v. Bank of Pontiac, 12 Mich. 526-536. 5. People v. Oakland County Savings Bank, 1 Doug. (Mich.) 282-291. Coon v. Plymouth Plank |